GOVERNANCE MANUAL

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TABLE OF CONTENTS

Purpose of Policies
Effect
Definitions

Policy 1.0 Guiding Principles

1.1 Core Purpose
1.2 Vision
1.3 Values
1.4 Mission Statement

Policy 2.0 Leadership

2.1 Governing Style

Policy 3.0 Code of Conduct

3.1 Authority
3.2 Loyalty
3.3 Conflict of Interest
3.4 Accepting Gifts
3.5 Influence
3.6 Confidentiality
3.7 Communications
3.8 Reporting and Access to Information
3.9 Accountability
3.10 Enforcement

Policy 4.0 Council Roles and Responsibilities

4.1 Governance
4.2 General Council Powers and Responsibilities
4.3 Strategic Planning
4.4 Finance
4.5 Capital Projects
4.6 Agreements
4.7 Other Governments
4.8 Meetings
4.9 Portfolios
4.10 Chief’s Role
4.11 Disqualification and Removal from Office
4.12 Replacement Upon Removal from Office
4.13 Vacancy

Policy 5.0 Council Orientation

5.1 Core purpose
5.2 Orientation to Squiala First Nation
5.3 Orientation to the Council

Policy 6.0 Unity of Control

Policy 7.0 Administration (Administrator and Staff)

7.1 General Responsibilities
7.2 Operational Practices
7.3 Delegation
7.4 Staff Policy Development
7.5 Financial Policy
7.6 Financial Activities and Control
7.7 Administrator and Policies

Policy 8.0 Asset Protection

Policy 9.0 General Principles for Establishing Council Committees

Policy 10.0 Traditional Advisory Council

Policy 11.0 Complaints and Dispute Resolution Procedure

Policy 12.0 Revisions

Appendix A Terms of Reference for Establishing a Committee

Appendix B Council Procedures Regulations for the Conduct and Content Of Council Meetings

Appendix C Traditional Advisory Council Terms of Reference

Appendix D Confilict of Interest Policy

WHEREAS the Chief and Council of the Squiala First Nation wishes to establish a comprehensive policy to ensure good governance for the First Nation and its Members;

THEREFORE the Chief and Council of the Squiala First Nation at a duly convened meeting resolve to adopt the following policies as our Governance Manual.

PURPOSE OF POLICIES

The purpose of the policies in this Governance Manual is to maintain a harmonious and mutually beneficial relationship between Chief and Council and Squiala First Nation Members. These policies describe the political, functional and legal roles and responsibilities of the Chief and Council and staff, particularly the Administrator, and define the operational procedures to ensure and promote good governance.

Chief and Council of Squiala First Nation desire to serve the people fairly and efficiently; accordingly, Council is determined to establish an effective working relationship with fellow Councillors and the Squiala First Nation Membership.

By the policies contained herein, the Council hereby affirms the separation of politics and administration while acknowledging they will overlap from time to time.  The Council is responsible for the strategic planning and visionary leadership of the First Nation. The day-to-day activity of staff is the job of the Administrator.

The responsibility of the Council vis á vis the economic development corporation and other First Nation controlled entities will be set out in other law, policies and corporate constitutional documents.

EFFECT

1. These policies are enforceable as laws.

DEFINITIONS

In these policies,

“Administrator” means the First Nation Administrator;

“Chief” means the Chief Councillor of the First Nation;

“Committee” means a committee of the First Nation approved by Council;

“Community members” means someone who lives on reserve or has close ties with the community but not necessarily by blood or First Nation membership;

“Council” means the elected Chief and Council of the First Nation;

“Councillor” means a member of the Council and includes the Chief;

“First Nation” means the Squiala First Nation;

“Member” means a member of the First Nation;

“Membership” means the membership of the First Nation;

“Elder” means a Squiala first Nation member over the age of fifty years who is a respected Elder in the community;

“Person” means an individual, a corporation, a society or other non-profit organization, a partnership, a government or any government agency or department, a trustee, any unincorporated organization and includes heirs and legal representatives of an individual;

“Traditional Advisory Council” means the Traditional Advisory Council appointed by Chief and Council in accordance with this Governance Manual.

 

POLICY NO. 1.0 – GUIDING PRINCIPLES

1.1 CORE PURPOSE

Council’s purpose is to sustain a healthy, successful community in which all Members have the means to safely live, work, learn and play.

1.2 VISION

The First Nation’s vision is self-reliant Members having choices in education, employment and economic opportunity.

1.3 VALUES

Our community values require Council to:

• maintain as a priority a constant focus on the First Nation community;
• support the involvement of all Community members who desire to participate in advancing our community;
• respect our history and culture;
• respect various perspectives, opinions and beliefs;
• wisely use a variety of resources to achieve the goals of the First Nation.

1.4 MISSION STATEMENT

To create a better world for our children, the Council hereby endeavours to:

• establish and maintain a healthy, productive community by providing quality governance with fair representation for all Members;
• practice and promote cultural values;
• protect and manage our resources;
• operate in a fair and honest manner;
• mentor and educate our young people, involving them and respecting the unique challenges they face

POLICY NO. 2.0 - LEADERSHIP

2.1 GOVERNING STYLE

The governing style of Council is to focus on leadership that will emphasize:

• The sustainable future of the First Nation;
• A clear separation between the roles of the Council and staff while acknowledging that these will overlap from time to time;
• Pro-active rather than reactive leadership;
• accountability and transparency.

In this spirit, Council will:

• be accountable to Members in the performance of its duties and obligations. No Councillor, individual or Committee of Council  will assume this accountability role;
• restrict its primary role to strategic planning and governance rather than day-to-day administrative matters;
• direct, control and inspire the First Nation by carefully studying, reviewing and establishing Council policies;
• initiate policy and not merely react to staff initiative;
• ensure attendance at any meeting or event that requires its attendance;
• treat individual Councillors with dignity and respect;
• respect the role of the Council;
• respect the role of the Chief Councillor;
• speak with one voice, representing all Council members;
• respect and comply with all First Nation laws, by-laws, codes, rules, regulations and policies;
• enforce self-policing when Councillors stray from good governance and the policies contained in this Governance Manual;
• monitor and regularly review Council’s own process and performance.
  

POLICY NO. 3.0 – CODE OF CONDUCT

Councillors are expected to conduct themselves in an ethical, legal and professional manner. This expectation includes proper use of authority and appropriate group and individual behaviour at all times.

3.1 AUTHORITY

Except as explicitly set forth in these policies and any other applicable First Nation policies or laws, no Councillor shall attempt to exercise or exercise individual authority over the First Nation. Therefore:

• Council must speak with one voice.  Only Chief and Council as a whole have the authority to direct the Administrator, except as noted in these and other applicable policies or laws.
• Councillors have no authority to interact with the public, the media or other entities on behalf of Council regarding an issue or issues that affect or may affect the First Nation without prior discussion of such issue or issues and approval of Council regarding such interaction.
• Councillors will make no judgment of the Administrator or staff performance unless that performance is assessed against explicit Council policies by the official process governing such performance.
• Councillors will respect all documents and instruments signed by approved signing authorities acting on behalf of the Band, including, without limitation, Band Council Resolutions, contracts, purchases and payments. Councillors will also respect all approval procedures for such documents as established from time to time.
• Unless otherwise stated in these policies, under no circumstances will Council directly advise, instruct, consult, direct, discipline or otherwise interact with staff, except through the Administrator.

3.2 LOYALTY

The Council’s ultimate loyalty is to the Members and the First Nation. This loyalty supersedes:

• Loyalty to any advocacy or special interest groups, and membership on other boards or staffs.
• The personal interest of any Councillor acting as an individual user of First Nation programs and services.

Defamatory, inflammatory or otherwise false statements made by Council or a Councillor about the First Nation or its operations will not be tolerated and will be subject to disciplinary procedures.

A Councillor will not do anything that s/he knows may adversely affect the First Nation’s public image or credibility, particularly in ways that would hinder the First Nation’s accomplishment of its strategic goals.

3.3 CONFLICT OF INTEREST

Council, Committee members, the Administrator and staff shall comply with the conflict of interest rules of the First Nation as attached to this policy.

3.4 ACCEPTING GIFTS

A Councillor will not, directly or indirectly, accept a fee, gift or personal benefit that is connected with the Councillor’s performance of his/her duties unless the gift or personal benefit is a result of protocol, in which case it will be disclosed, or is authorized compensation.

3.5 INFLUENCE

A Councillor must not use his/her position to attempt to influence in any way a decision or other action to be made or taken at a meeting or by the staff, if the Councillor has a financial interest in the matter to which the decision or action relates.  A Councillor must not use his/her position to attempt to influence in any way a decision or action to be made or taken by any Person, if the Councillor has a financial interest in the matter to which the decision or action relates.

3.6 CONFIDENTIALITY

No Councillor will use or divulge to any personal information acquired as a result of his/her role as Councillor for his/her own benefit or advantage or for the benefit or advantage of any other Person.

No Councillor, Committee member or staff (including the Administrator) will divulge any personal or other otherwise confidential information that is acquired as a result of his/her office or position role and must be kept confidential in the best interests of the First Nation as determined by the Council, acting reasonably, and Council will take all steps that are reasonably necessary to ensure that any such information is kept confidential.

The minutes, records or proceedings of any in camera (closed to the public) Council meeting or Committee meeting will be kept in confidence in accordance with this policy by every Councillor, Committee member, the Administrator, staff, or other person(s) invited or permitted to attend the meeting.

3.7 COMMUNICATIONS

Council communications will be guided by the following principles:

• Deal with all Persons in a fair, responsible and ethical manner and with honest, respectful communication.
• Maintain close communications with the Membership regarding First Nation policies, programs and services – the official spokesperson for Council in this regard being the Chief, except where another Councillor or the Administrator is authorized under these policies to act in such a role.

3.8 REPORTING AND ACCESS TO INFORMATION

Council will report, on an annual basis or with such greater frequency as may be reasonably required, to the Membership on the First Nation’s financial statements and First Nation administered programs and services.  
Subject to these policies, Council shall permit Members access, at all reasonable times, to the non-confidential minutes of Council meetings, First Nation laws, bylaws and resolutions, the First Nation annual budget, monthly financial statements, audit reports and First Nation’s administrative policies.
Personal information about Members will not be disclosed to any Person except in accordance with the First Nation’s privacy laws and policies and, in the absence thereof, generally accepted privacy principles.

3.9 ACCOUNTABILITY

Council is accountable to the First Nation and the Members in the performance of its duties and obligations.

Councillors must carry out their duties in good faith and with diligence, care and skill.  

3.10 ENFORCEMENT

Council has the authority to make and enforce its own rules and penalties for Councillors who are found negligent in carrying out (or failing to carry out) their duties or are otherwise in contravention with these policies. 

POLICY NO. 4.0 – COUNCIL ROLES AND RESPONSIBILITIES

4.1 GOVERNANCE 

The Council’s primary responsibility is to govern as one. 

The Council shall wield its authority as a whole and shall speak with one, unified voice. The Chief is a Councillor and has limited additional roles including the chair at meetings and the spokesperson for Council.  Individual Councillors, including the Chief, cannot make decisions on their own on behalf of the Council or on the First Nation’s behalf.  

• The Administrator is obligated to follow the direction of Council, but never obligated to follow the direction of an individual Councillor acting alone.

Without limiting the generality of the foregoing, Council will govern with an emphasis on:

• collective leadership;
• acknowledgement of and appreciation for, differing viewpoints;
• respect for the separate roles and responsibilities of Council and the First Nation administration; and
• the sustainable future of the First Nation rather than the past or present.

The Council on behalf of Canada is responsible for the interests of the Membership and the community as a whole and not special interest groups.

The Council is responsible for the best interests of the First Nation and Membership regarding matters affecting Aboriginal rights, treaties, and First Nation monies.  In this respect, the First Nation government’s jurisdiction extends to Members who live off reserve.  Council is also responsible for matters involving non-Members including the enactment of bylaws and approval of policy.

In maintaining its accountability to the Band and the Members Council will abide by all legal obligations established from time to time vis á vis Council and the First Nation and Council and all non-Band Persons that it deals with.

4.2 GENERAL Council Powers AND RESPONSIBILITIES

Council’s powers and responsibility include:

• Make and approve laws, bylaws, regulations, rules, codes, directives, guidelines or other authorizations, standards, declarations, notices, requirements and directions.
• Spend First Nation funds on behalf of and in the best interests of the First Nation and the Members.
• Call and conduct First Nation meetings.
• Call and hold referendums.
• Approve policies and objectives and ensure the Administrator carries them out.
• Approve new First Nation programs and services.
• Grant interests in the First Nation’s land.
• Communicate with the Administrator in accordance with these policies and other applicable First Nation policies or laws.
• Hire and fire the Band Administrator with just cause, according to the procedures described in the Personnel Policy Manual.
• Approve the hiring of staff reporting directly to the Administrator.
• Approve rules governing Council’s own procedure.
• Support the Administrator in decisions made in accordance with this and other First Nation policies and laws.
• Establish Committees.
• Establish complaints and appeals procedures.
• Establish an independent body to resolve disputes.
• Establish and maintain relationships with community people on behalf of the First Nation.
• If there is a conflict between Council members and quorum decides the issue, the other member must be informed of the decision.

4.3 Strategic Planning 

Council recognizes the importance of strategic planning to the future of the First Nation.  Accordingly, Council will undertake the following:

• Establish and review the First Nation’s vision, long and short term goals, objectives, policies, laws, bylaws, regulations and procedures related to First Nation administrative programs and services and ensure that they are followed and implemented.
• Define specific goals and objectives for First Nation programs and departments in cooperation with program supervisors and Committees where applicable and revise where appropriate.
• Ensure that all programs and services within its jurisdiction are being effectively administered, and that related policy guidelines, objectives, laws and regulations are followed.
• Undertake a comprehensive, annual evaluation and review of First Nation programs and staff roles and responsibilities.
• Regularly review and approve and, where necessary, revise the First Nation’s strategic plan.
• Develop a communication strategy to keep the Membership more involved in Council’s decisions.

4.4 Finance

With respect to the First Nation’s finances, Council’s responsibilities include the following:

• Approve the First Nation’s annual budget and budgets for all First Nation programs, departments and services.
• Authorize certain banks as the depositories for the Band funds.
• Negotiate funding arrangements with Indian and Northern Affairs Canada or its successor and other government departments, and other sources of funding for matters that fall within the First Nation’s jurisdiction, and for which the Council has assumed responsibility.
• Be fully accountable to the Membership and to the First Nation’s funding agents and establish such policies that may be necessary to ensure financial accountability.
• Appoint an auditor on an annual basis to audit the finances of the First Nation.

All cheques issued and banking transactions on the First Nation’s accounts will require the signatures of no less than two Councillors. 

4.5 Capital Projects

Council shall:

• approve and review the Physical Development Plan for the First Nation;
• approve any new capital or infrastructure projects of the First Nation;
• negotiate and approve any service and taxation agreements with other governments.

4.6 AGREEMENTS

Council shall cause all contracts and agreements to which the First Nation is a party to be carried out according to their terms. 

All contracts, agreements, documents or any instruments requiring execution on behalf of the First Nation will be signed by any two Councillors, except as provided under these policies or other applicable First Nation policies or laws.  Council may, from time to time, authorize the Administrator or other staff to be signatories on behalf of the First Nation.

4.7 OTHER GOVERNMENTS

Council shall:

• subject to these policies, liaise with all levels of government and government agencies and departments on all matters affecting the First Nation;
• represent the First Nation’s interests and the concerns of its Members at meetings and conferences and report back to the Membership on key issues and concerns raised at these meetings and conferences.

Council has the discretion to delegate authority to designated bodies at the regional, provincial and national level, to speak on behalf of the First Nation on matters pertaining to the First Nation’s interests.

4.8 MEETINGS

Council shall conduct its meetings in accordance with the procedures in Appendix B of this Governance Manual and any other First Nation laws and policies.

4.9 PORTFOLIOS

Council may establish portfolios whereby an individual Councillor will be delegated specific responsibilities in a specified area of Council’s jurisdiction.  Portfolio holders will be advisors to Council and will not direct staff.

4.10  Chief’s Role

The Chief is responsible for providing leadership to the Council and ensuring the integrity of Council’s internal processes is preserved such that Council behaves consistently with its own rules and those rules legitimately imposed upon it by Persons having jurisdiction to do so.
           
Accordingly, the Chief:

• Is the first among equals, which means the position has no exclusive decision making powers, except in emergencies.  In such cases of emergency, the Chief will report to the Council as soon as possible following his/her decision.  The Chief should know the Council well enough that the decisions made in emergencies will meet approval of the Council.
• Speaks on behalf of the Council or delegates this authority.
• Represents the First Nation at ceremonial and other special functions or delegates this authority.
• Chairs the Council meetings and ensures that the meetings are conducted in an orderly and business-like manner and decides all questions of procedure.
• Ensures that all meetings and deliberations involving Council and Members will be fair, open, thorough, and orderly and allocated the appropriate amount of time keeping in mind the other matters before Council.  If the Chief is unable to carry out these responsibilities, s/he shall relinquish the chair to another Councillor at that meeting.
• Shall ensure that meeting content will be limited to those issues that, according to Council policy, clearly fall exclusively within Council’s jurisdiction and not the Administrator.
• May sit on any Council authorized community committees.  The Chief may delegate this authority to another Councillor.
• May delegate to another Councillor any of his/her roles and responsibilities.

4.11  DISQUALIFICATION AND REMOVAL

Notwithstanding policy 3.10, a Councillor is disqualified from holding his/her office and will immediately relinquish his/her position as Councillor, if the Councillor:

• is absent from 3 consecutive Council meetings without proper authorization;
• contravenes applicable conflict of interest rules;
• accepts gifts in contravention of policy 3.4;
• uses his/her influence in contravention of policy 3.5;
• uses confidential information for his/her or others benefit in contravention of policy 3.6;
• is convicted of an indictable offence (see appendix D);
• s/he dies or resigns;
• if s/he is found to be a mentally incompetent person or becomes of unsound mind;
• is disqualified under section 78 of the Indian Act.

A Councillor may be disqualified if s/he becomes aware that a Councillor is acting or has acted in a manner that constitutes grounds for disqualification under this policy 4.11 and s/he fails to notify Council of such actions within a reasonable period of time.
If it appears that a Councillor is disqualified under this policy 4.11and is continuing to act in his/her capacity as a Councillor, in addition to all available remedies, any Member may file a complaint under policy 11.0.
If a Councillor is disqualified under this policy s/he will be ineligible to run for Council in the next election.

4.12  Replacement upon REMOVAL FROM OFFICE

In the event that the Chief or another Councillor is removed from office pursuant to policy 4.11, Council shall call an election to replace that Councillor within 30 days of the date of removal to replace that Councillor.  

4.13  VACANCY

Where there is a vacancy or vacancies on Council, the remaining Councillors may continue to exercise all the powers of Council until a new Councillor is elected, so long as a quorum of Council remains in office.  In the event there is less than a quorum of Council, the Traditional Advisory Council may appoint its members as interim Councillors until such time as new Councillors are elected and a quorum of Council has been restored.

POLICY NO. 5.0 - COUNCIL ORIENTATION

5.1 CORE PURPOSE

The purpose of orientation is to acquaint each Councillor with the First Nation, the Council, and the obligations and responsibilities of the individual Councillor. Orientation will be an ongoing process.

5.2 ORIENTATION TO SQUIALA FIRST NATION

Orientation to the First Nation will include the following:

• The broad general scope of the First Nation, including Council’s purpose, vision, values, history, programs and services of the Council.
• The roles, responsibilities, relationships and structure of all levels of the First Nation operation including Council.
• Squiala First Nation taxation and servicing agreements.

An initial orientation should be done before the first Council meeting.  It will cover the above information, and the past or incumbent Chief (as the case may be) will review the Council information while the Administrator will review information about the operation of the First Nation administration.  Outgoing Councillors will act honestly and in the best interests of the First Nation for the purpose of assisting the new Council in the orientation process and to facilitate the transition between Councils and Councillors.

5.3 ORIENTATION TO THE COUNCIL

Orientation of the Council will be done before or at the first meeting of new Councillors.  A discussion of relevant topics will help re-orient incumbent Councillors and introduce new Councillors to the operation, roles and responsibilities of Council. Supporting information will be distributed at this meeting together with the Governance Manual.

Orientation will focus on three areas:

• The importance of the Council and its contribution to meeting the needs of the First Nation and the Members.
• A review of the Governance Manual, the Financial Accountability Policy, the Squiala First Nation Conflict of Interest Rules, and any other policies that Council declares subject to this policy.
• Council’s relationship with other organizations, groups and government.

POLICY NO. 6.0 – UNITY OF CONTROL

Only decisions of the Council acting as one are binding on the Administrator. Accordingly:

• Decisions or instructions of individual Councillors or Committees are not binding on the Administrator, except in rare situations when the Council specifically authorizes the exercise of such authority by Band Council Resolution.
• If an individual Councillor or Committee member requests information or assistance without Council authorization, the Administrator can refuse those requests that require (in the reasonable opinion of the Administrator) a material degree of staff time or funds, or are disruptive to the Administrator’s other responsibilities.
• All requests for information must be made in writing.  Personal information about other Band members will not be disclosed except in accordance with the First Nation’s privacy laws and policies and, in the absence of which, generally accepted protection of privacy measures.
• Except as provided in this Governance Manual or other First Nation policies or laws, the Administrator is the Council’s only link to administrative activities and conduct. Therefore:

  - The Council will never give instructions to persons who report directly or indirectly to the Administrator.
  - The Council will refrain from evaluation, either formally or informally, of any staff other than the Administrator.
  - The Council will view the Administrator’s performance as identical to the performance of the First Nation’s office. Therefore the accomplishment of Council’s stated goals will be viewed as the success of the Administrator’s performance.

• With respect to the treatment of paid and volunteer staff, the Council and the Administrator will operate within the guidelines in the Squiala First Nation Personnel Policy Manual.

POLICY NO. 7.0 – ADMINISTRATION  (ADMINISTRATOR AND STAFF)

7.1 RESPONSIBILITIES GENERALLY

The Administrator shall, subject to First Nation laws and policies, be responsible for the day-to-day operations of the First Nation office including:

• The implementation of First Nation laws, policies, programs and services.
• Recommending to Council the appointment of senior staff reporting directly to the Administrator.
• Hiring and managing staff.
• All other responsibilities specified or delegated by Council.

7.2 OPERATIONAL PRACTICES

When performing his or her duties, the Administrator will not engage in, cause or allow any practice, activity, decision or organizational situation which is unlawful, imprudent, violates the commonly accepted business and professional ethics of Squiala First Nation or adversely impacts the reputation of First Nation.

The Administrator and staff will not use or divulge to any person information acquired as a result of his/her role as Administrator for his/her own benefit or advantage or for the benefit or advantage of any other Person.

7.3 DELEGATION

While Council is ultimately accountable for the performance of Squiala First Nation, it must, to the greatest extent possible, be free from involvement in the day-to-day operations of the First Nation. Council therefore supports the principle of delegation to the Administrator.

7.4 STAFF POLICY DEVELOPMENT

To promote the utmost performance, the Council hereby delegates staff policy development to the Administrator. These policies must guide the Administrator and staff. Within the limits of these policies, the Administrator may not operate without:

• administrative policies and procedures that ensure operational and administrative efficiency and consistency;
• publishing such procedures and making them appropriately available to all staff;
• a procedure that limits conflicts of interest to ensure openness, equal opportunity, and equal access to otherwise “inside” information.

The Administrator will be responsible for:

• defining and ratifying staff job descriptions and responsibilities;
• determining compensation of staff by establishing a scale of salaries for specific classes of work based on the appropriate budget;
• ensuring the staff code of ethics is upheld;
• ensuring that all staff comply with the First Nation’s personnel policy.

7.5 FISCAL FINANCIAL POLICY

With respect to planning financial matters, the Administrator will not depart from Council’s stated strategic goals or jeopardize the fiscal standard of Council. Thus, the Administrator will not:

• Permit accounting and reporting systems that are not consistent with generally accepted accounting principles (GAAP).
• Plan the expenditures in any fiscal year of more operating funds than are conservatively projected to be received in that period.
• Produce a budget which contains insufficient information to facilitate:
• A reasonably accurate projection of revenues and expenses.
• A reliable cash flow projection.
• Subsequent audit trails.
• Planning assumptions.
• Reduce current liquid assets to below a level required to meet the First Nation’s current liabilities.

7.6 FINANCIAL ACTIVITIES AND CONTROL

• The Administrator will oversee the First Nation’s finances in a sound, responsible and prudent manner to limit risk to the First Nation and ensure the proper allocation of funds. Thus, the Administrator will:
• not commit nor expend more funds than have been provided for in a duly approved budget without prior approval from Council;
• not cause the First Nation’s liabilities to exceed the levels provided for in a duly approved budget;
• not use any long term reserves without authorization;
• settle payrolls and debts quickly;
• make all tax payments or other government payments or filings on time unless otherwise authorized by Council;
• not make a single purchase or financial commitment of greater than $3,000.00 that is not contained in the annual budget without prior approval from Council;
• Not acquire, encumber, sell, transfer or otherwise dispose of assets and real property, without express authority;
• aggressively pursue Band receivables after a reasonable grace period.

7.7 ADMINISTRATOR AND POLICIES

The Council will instruct the Administrator through written policies that describe the goals to be achieved and situations and actions to be avoided. The Administrator will interpret these policies in a prudent, ethical and reasonable manner consistent with the First Nation’s vision, values and strategic plan. Therefore:

• The Administrator will take all actions and develop all activities that are consistent with Council’s governance policies.
• The Council will respect the Administrator’s choices and decisions if a policy is absent, provided the Administrator acts in accordance with this Governance Manual. Through policy, the Council may rescind areas of the Administrator’s authority at any time.
• The Administrator will inform the Council in a memorandum when a First Nation policy has been contravened.
• The Administrator, by reporting contraventions to the Council, guarantees that no contravention is intentionally kept from Council or a Committee.
• The Administrator will also report contraventions of policy to the Council as part of his or her normal reporting.
• Council may discipline the Administrator appropriately for a contravention of policy.

The Administrator may delegate his/her responsibilities with the consent of Council.

POLICY NO. 8.0 – ASSET PROTECTION

The First Nation’s assets must be properly cared for, including property, equipment, membership lists, and computerized data. The Administrator is responsible for adequately maintaining the assets and protecting them from unnecessary risks. To this end the Administrator will:

• cause all equipment to be adequately maintained  reasonable wear and tear excepted;
• not make purchases without consideration of a balance between cost and long-term quality.
• not knowingly place information and files at risk of loss or significant damage.
• arrange for all risks insurance coverage for the First Nation’s property in an amount not less than full replacement value.

 

POLICY NO. 9.0 – GENERAL PRINCIPLES FOR ESTABLISHING COUNCIL COMMITTEES

• Council will create Committees for specific and time-limited purposes with terms of reference established in accordance with Appendix A to this Manual.
• Council will review all Committees at least annually to decide whether they should continue or be revised. Committees serving no useful purpose should be wound up.
• Council Committees shall be created to help the Council do its job. Committees commonly help Council by preparing policy alternatives and implications for Council deliberation.
• Council Committees do not speak or act for Council.  Council must carefully define the Committee’s terms of reference so as not to conflict with the responsibilities delegated to the Administrator.
• Council shall sit as non voting, ex-officio members of each Council Committee.
• Council Committees must not exercise authority over the First Nation Administration or staff.
• Consistent with Council’s broader focus, Council Committees will not deal directly with the administration of the First Nation operation.
• Council will determine the functions of committees established including those to develop policy (e.g. Education Policy Committee), and those established for regulatory or operation purposes (e.g. School Board).
• The names of Council Committees should be obvious, based on their form and function. For example, it is clear what the mandate of each of the following committees is:
• Housing Policy Committee
• Housing Board (or Housing Authority)

POLICY NO. 10 – TRADITIONAL ADVISORY COUNCIL

The Traditional Advisory Council is hereby established with the terms of reference identified in Appendix C of this Governance Manual.  The Traditional Advisory Council shall have the following responsibilities and powers once appointed:

• Act as a formal advisory body to Chief and Council.
• Provide a dispute resolution process for the First Nation.
• Appoint interim Councillors in accordance with this Governance Manual.
• Other responsibilities as prescribed by Council.

Any Member who believes that Council, the Administrator or other staff are not following the policies contained in this Governance Manual can direct his or her concerns in writing (and in person if s/he so requests) to the Administrator for consideration and the Administrator will respond to the complainant within 15 days.

If the Member is unsatisfied following the response of the Administrator, s/he may direct his/her reasons and concerns in writing (and in person if s/he so requests) to the Council for consideration and Council will respond within 15 days.

If the Member is still unsatisfied following the response of Council, s/he may direct his/her reasons and concerns in writing (and in person if s/he so requests) to the Traditional Advisory Council for consideration and the Traditional Advisory Council which will respond within 20 days with its decision.

POLICY 12.0 – REVISIONS

From time to time, the policies in this Governance Manual may require revision. Council will review these policies on an annual basis and revise as necessary.

APPENDIX A

TERMS OF REFERENCE FOR ESTABLISHING A COMMITTEE

Following is a list of the standard elements and definitions of the elements that should comprise a Committee/Board’s “Terms of Reference”:

Define any acronyms that are used in the Terms of Reference.

Define any other groups (e.g. “Members refers to…)

• What type of Committee/Board is this (i.e. Advisory, Ad Hoc, Standing, Steering, Decision Making, etc.)?
• What will this Committee/Board be named?
• Give a general overview of how and why the Committee/Board was established.

2. GENERAL PURPOSE AND MANDATE:

• Authority given by the Committee/Board to carry out specific tasks on its behalf.
• A statement that the Committee/Board will be provided with copies of the First Nation Mission Statement, bylaws, program and policy manuals as reference materials.  This will ensure the Committee/Board is oriented to the same goals as the empowering body.
• From whom does the Committee/Board receive its authority?
• Generally, what is the Committee/Board expected to achieve on the empowering body’s behalf?
• How much freedom does the Committee/Board have?
• What is their tenure (does this Committee/Board’s job ever end)?

3. KEY DUTIES AND RESPONSIBILITIES:

What are the objectives of the Committee/Board?

What are its powers and limitations

What are the specific tasks of the Committee/Board?

How will it work towards accomplishing these tasks?

What is the Committee/Board’s role in relation to the empowering body (i.e. where does it fit in on an Organization Chart)?

Conflict of Interest Guidelines will apply.

• How are members selected/removed?
• How long do members serve?
• Will there be alternate members and if so, how will they be identified?
• What is expected of members in the way of experience, ability, knowledge, etc.?
• How is the chairperson identified and how long does he/she serve?

5. MEETINGS:

• How often are meetings held?
• How are meetings scheduled?
• A requirement that all agendas be provided to Committee members and Council in advance.
• Who organizes and notifies other members of meetings?
• Who takes the minutes?
• Can community members attend some, all, or none of the meetings?
• How is this communicated?

6. RESOURCES:

Financial

• What funds are allocated to the Committee/Board?
• What is the purpose of these funds (technical assistance)?
• Are there restrictions on expenditures?
• Are approvals for expenditures necessary?
• Are there timing considerations?

Staff

• Which staff will work with this Committee/Board?
• How much staff time is allocated to the work of the Committee/Board?
• What restrictions apply?
• How does the Committee/Board obtain additional time?

• What are the specific annual objectives that the Committee/Board needs to accomplish?

8. REPORTS AND TARGET DATES:

• To whom does this Committee/Board report?
• How often?
• What elements must the report contain?
• Does the whole group report, or just the Chairperson?
• Must the Committee/Board seek approval from the empowering body before they act, or do they report after the fact?

9. REVIEW AND EVALUATION PROCESS:

• How will this Committee/Board be evaluated?
• What will be the mark of success?
• Who will evaluate?
• Who will initiate the evaluation process?
• Do the Terms of Reference require adjustment for the next term/period?
• What is necessary before adjustments can be made to the Terms of Reference?

10. APPROVAL AND REVIEW DATE:

• How much time should elapse before the empowering body reviews and approves the continuation of this Committee/Board?
• When will the empowering body make a commitment to review and approve the continuation of this Committee/Board again?

All Terms of Reference shall be dated.

APPENDIX B

COUNCIL PROCEDURES AND REGULATIONS FOR THE CONDUCT AND CONTENT OF COUNCIL MEETINGS

MEETINGS OF THE COUNCIL

• Council will meet on reserve on a regular basis and no less than once per month to conduct its business.
• Council will hold its first meeting within the month immediately following an election.
• Each Councillor will receive adequate notice in writing of the date, time and location of all Council meetings and other meetings which Council is expected to attend.
• Any Councillor may call an emergency meeting of the Council to discuss important business which cannot wait until the Council’s next regular meeting.
• Each Councillor will attend all First Nation and Council meetings and follow all approved meeting procedures.
• If a Councillor is unable to attend a duly convened Council meeting, the remaining Councillors can meet to discuss the issues and must contact the absent Councillor to fully inform him/her about the substance of such discussions before Council makes a decision.
• The absent Councillor must provide legitimate reasons for his/her absence, including: illness, weather, First Nation related travel or meetings and family emergency.
• If a Councillor is incapacitated for health reasons or cannot otherwise be contacted, Council is excused from its obligation to contact the absent Councillor and may make decisions without that absent Councillor during the period of incapacity provided all other Council procedures, including rules governing quorum, are followed.
• No Councillor may be absent for three consecutive duly convened meetings without being so authorized by Chief and Council.
• If a Councillor is absent at three consecutive duly convened meetings without authorization, they will be disqualified and removed from their Council office.

QUORUM

• Quorum for Council meetings is a majority of Councillors.
• If a quorum is not present within one hour of the time appointed for the meeting, the names of the Member(s) present will be recorded and the Council will adjourn all matters until the next meeting.

COUNCILLORS’ DECISIONS

• Council’s decisions will only be effective upon a duly passed Band Council Resolution.
• All decisions to be made by the Council must be decided by a majority of the Councillors present.
• All Councillors present shall vote unless they are excluded due to a conflict of interest.
• On every vote taken, Councillors shall announce their vote individually and openly.

ORDER OF BUSINESS AT REGULAR MEETINGS

• The order of business at Council meetings shall be:
• Reading, correcting and adopting the minutes of the previous meeting;
• Unfinished business from the previous meeting;
• Presentation and reading of correspondence;
• Presentations and consideration of reports and petitions;
• Presentations from individual First Nation members or groups;
• New business;
• Adjournment.

MINUTES

Council will retain minutes of all Council and General Meetings.  Council shall appoint a member of staff to take the minutes at each such meeting.

The minutes of Council and General Meetings will be made available to Membership following their adoption at the next regular meeting.  Council will provide copies of minutes to Members upon request.  Minutes of Council meetings held in camera will not be disclosed to Members.  Personal information about other First Nation members will not be disclosed in accordance with generally accepted protection of privacy measures unless otherwise approved by Council.

Council must file the minutes of in camera meetings in a secure place.  These minutes are closed to the public unless and until such matter, as determined by Council is no longer confidential.

MEMBERS’ ATTENDANCE AND PARTICIPATON IN COUNCIL MEETINGS

Council will provide one week’s notice of Council and General Meetings to Membership.

Except for meetings held in camera and discussions that deal with personal information or that the Council considers confidential or is otherwise protected under generally accepted privacy law, regular Council meetings are open to all Members to attend with the consent of Council.

No Member will be excluded or removed from a Council or General Meeting except for conduct deemed disruptive by Council.

Unless otherwise authorized by Council, only those Members who are directly affected by an item on the agenda may participate in Council meetings.  To participate in the meeting, the Member must make a written request and receive an invitation by Council to attend the meeting to discuss their issue.

Council will not vote to adopt a law at a meeting that is closed to the public.

AGENDA

• The Council will prepare an agenda for each meeting.
• The agenda lists the order of items to be discussed and resolutions to be considered.
• The agenda, minutes of the previous meeting and background information will be distributed far enough in advance such that Councillors have an opportunity to properly prepare for the meeting.

ADDITIONS TO AGENDA

Proposed additions to meeting agendas will be dealt with as follows:

• If a quorum is reached but not all Councillors are present at a meeting at which a proposal is made to add a matter to the agenda, Council may add the matter to the agenda for consideration if all present Councillors agree to its addition, but no decision respecting the matter will be made until the next meeting and all Councillors have had the opportunity to adequately consider the matter;
• If all Councillors are present at a meeting at which a proposal is made to add a matter to the agenda, Council may add the matter for consideration and deliberation if all Councillors agree to its addition and a decision may be made on that matter.

 

TRADITIONAL ADVISORY COUNCIL (TAC) TERMS OF REFERENCE

1.0 PURPOSE

To enhance the governance structure and accountability of the First Nation.

2.0 KEY ROLES + RESPONSIBILITIES

• Act as a formal advisory body to Chief and Council.
• Participate in dispute resolution processes.
• Appoint interim Councillors in accordance with this Governance Manual.
• Other independent roles as prescribed by Council.

3.0 APPOINTMENT OF THE CHAIR

The TAC shall have a chair that rotates at every meeting.

4.0 TRADITIONAL ADVISORY COUNCIL MEMBERS

The TAC will be appointed by Council in accordance with these terms and will be comprised of five Members of the First Nation as follows;

• 3 at large;
• 1 Elder
• 1 Youth (19-25);

For the formation of the first Traditional Advisory Council, the two members with the most points will serve a three year term; the two members with the second most points will serve the two year term; and the member with the third most points will secure the one year term

• Each TAC member will possess awareness/knowledge of the community.
• Each TAC member will not be actively engaged in litigation with the First Nation.
• Length of term is 3 years, on a staggered basis.
• TAC members must adhere to the same confidentiality and discipline guidelines that apply to Council as outlined in this Governance Manual.
• In the event of a vacancy in the TAC, Council will post notice of the vacancy.  Procedure to become a TAC member will be by formal application, interview and if successful, appointment by Chief and Council.  Selection will be based on a pointed system, based on the following criteria:
  • Good listener;
  • Well organized;
  • Interested in the future of the community;
  • Well respected in the community;
  • Drug and alcohol free;
  • Punctual and responsible;
  • Trustworthy;
  • Previous involvement/volunteer work in the community.

5.0 REMOVAL

A TAC member shall cease to be a member of TAC if any of the following apply:

• s/he becomes bankrupt or suspends payment or compounds with his creditors or makes an authorized assignment or is declared insolvent;
• if s/he is found to be a mentally incompetent person or becomes of unsound mind;
• is s/he dies;
• if s/he is convicted of an indictable offence;
• if s/he resigns;
• if s/he fails to attend three successive duly called meetings of the TAC without proper authorization;
• upon removal by unanimous resolution of the Council.

6.0 MEETING DATES

The TAC will meet on an as-needed basis, as determined by Council or procedure.

7.0 RESOURCES

• Staff will provide support to the TAC as directed by the Administrator.
• The Administrator will ensure that the TAC has funds as needed to conduct its work.

The Squiala First Nation Governance Manual is hereby ratified on April 30, 2008

APPENDIX D

Application

1.0 These rules apply to members of the Squiala First Nation Council and
employees and members of committees of the Squiala First Nation (“SFN”).

Related Person

2.0 In these rules, "Related Person" in relation to a person subject to these rules, means a spouse, parent, parent-in-law, sibling, child, grandchild, dependant, aunt, uncle, niece, nephew, any person with whom that person currently resides, or a corporation or other organization in which that person has an interest.

Financial Benefit

3.0 In these rules, "Financial Benefit" includes, but is not limited to:

1. employment benefits;
2. contract benefits;
3. educational, medical or other social benefits;
4. honorariums which are above those previously agreed upon;
5. the payment of any money; and
6. the allotment, leasing or other grant of an interest in SFN lands.
7. Prohibition

4.0 A Councillor, employee or member of a committee must avoid all circumstances that may result in actual or perceived conflicts of interest.

When Conflict of Interest Arises

5.0 For the purposes of these rules, a "conflict of interest" will arise when:

(a) a Councillor, employee, or member of a committee exercises an official power or performs an official duty or function in the execution of his or her office, job or committee and at the same time knows or ought to know that in the performance of the duty or function or in the exercise of the power there is opportunity to receive a Financial Benefit for themselves or to provide a Financial Benefit to a Related Person or to otherwise create an advantage for him or her or a Related Person over and above any other member of the public; or

(b) a Councillor’s, employee’s or committee member’s personal interests supersede or compete with their dedication to the best interests of the Band.

Perceived Conflict

6.0 For the purposes of these rules, a Councillor, employee or committee member has a perceived conflict of interest if there is a reasonable perception, which a reasonably informed person might have, that in the Councillor’s, employee’s or committee member’s exercise of an official power or performance of an official duty or function must have been affected by his or her private interest.

Uncertainty

7. Where a Councillor, employee or committee member is uncertain as to whether a conflict of interest may exist, the situation must be disclosed to Council, and Council will decide whether a conflict of interest does exist. 

Entire Council

8. In the event that an actual or perceived conflict of interest affects the entire Council, any member of the SFN may raise the matter with the SFN administrator who may refer the matter to the Traditional Advisory Council for a decision.  Should the Traditional Advisory Council be unable to make a decision, the matter will be referred to the SFN membership.

Duty to Report

9.0 In the event a Councillor, employee or committee member believes another Councillor, employee or committee member to be in an actual or perceived conflict of interest, such person shall immediately report the matter to the Council or other person or body empowered to ensure the effectiveness of these rules.

Gifts

10. 0 A Councillor, employee or committee member will not, directly or indirectly, accept a fee, gift or personal benefit that is connected with his or her performance of his or her duties unless the gift or personal benefit is a result of protocol, in which case it will be disclosed, or the fee is authorized compensation.

Influence

11.0 A Councillor or committee member must not use his or her position to attempt to influence in any way a decision or other action to be made or taken at a meeting or by the staff, if the Councillor or committee member has a financial interest or other private interest in the matter to which the decision or action relates.  A Councillor or committee member must not use his or her position to attempt to influence in any way a decision or action to be made or taken by any person, if the Councillor or committee member has a financial interest in the matter to which the decision or action relates.

Inside Information

12.0 A Councillor, employee or committee member or a former Councillor, employee or committee member shall not use any information that was obtained in the performance of his or her office and is not available to the general public for the purpose of gaining advantage over other members of the public or for the purpose of gaining or furthering a direct or indirect Financial Benefit.

Duty to Avoid Conflict

13.0 Councillors, employees and committee members will arrange their private affairs and conduct themselves in a manner to avoid a conflict of interest under these rules. 

Procedure

14.0 A Councillor, employee or committee member with an actual or perceived conflict of interest will, without delay, declare the actual or perceived conflict of interest as follows:

(a) If a Councillor or administrator, to Council;

(b) If an employee other than the administrator, to the administrator, who will notify Council;

(c) If a committee member, to the applicable committee, which will notify Council and the Traditional Advisory Council,

and Council shall advise of the appropriate action in each case.

15.0 A Councillor, employee, or committee member who attends a meeting and has reasonable grounds to believe that he or she has an actual or perceived conflict of interest in a matter that is being considered, will disclose the general nature of the actual or perceived conflict of interest and will:

(a) not participate in any discussion or decision of or vote on any question in respect of the matter;

(b) immediately leave the meeting or the part of the meeting during which the matter is under consideration;

(c) not sign a Band Council Resolution, committee resolution or letter in respect of the matter; and

not attempt in any way, whether before, during or after the meeting, to influence the opinion or vote of the Council or committee on any question in respect of the matter.

Council Disclosure

16.0 The Chief and each Councillor (and any interim replacements thereof) must disclose the following information upon election or appointment to office and whenever there is a change in the information disclosed under this section:

(a) all employment currently held by him or her;

(b) any existing conflicts of interest;

(c) the name of any company or organization in which the Councillor holds a financial interest.

Exception

17.0 Notwithstanding and without limiting the generality of these rules, in circumstances where it is not possible for a Councillor to avoid the appearance of according preferential treatment to a Related Person, the Councillor, employee or committee member, as the case may be, will be guided by the SFN values of respect for family, fairness, accountability and professionalism in any decision.

Penalty

18.0 Any Councillor, employee or committee member who fails to or makes an incomplete disclosure of a conflict of Interest may lose their position without prejudice to any other disciplinary or legal action the Council, on behalf of SFN, may take.

EXAMPLES OF CONFLICTS OF INTEREST

1.0 There must be no self-dealing or any conduct of private business or personal services, direct or indirect, between a Councillor and the SFN unless controlled by prior approved procedures to ensure openness, competitive opportunity and equal access to otherwise “inside” information.

2.0 A Councillor, employee or committee member must not have an interest, direct or indirect, in any transaction or contract to which the SFN or SFN corporation or other organization is a party, unless the interest is fully disclosed and the transaction or contract is ratified in advance.

Without limiting the generality of the foregoing, Councillors must not take part, either personally or through other means, in any decision making process of the SFN Council where such decisions involve:
           

(a) any business or undertaking of the Councillor or Related Person;

(b) any property or interest of the Councillor or Related Person;

(c) a Related Person.

3.0 If a Councillor is to be considered for employment by the SFN, he or she must temporarily withdraw from all Council discussions and decisions in relation to such employment.

4.0 Councillors must not place themselves in a situation where they may be under obligation to someone who has business dealings with the SFN and who would benefit from special consideration or treatment.

5.0 A Councillor or committee member shall not:

(a) seek, for private gain, to make use of information not available to the general public to which they have access by reason of their office;

(b) undertake employment or have any pecuniary interests that conflict or appear to conflict with the responsibilities or duties he or she has to the SFN;

(c) put himself or herself in a position where his or her judgment in his or her exercise of an official power or performance an official duty or function could be adversely affected by friendship or by influences of other parties;

6.0 Under no circumstances should a Councillor, employee or committee member choose his or her self interest over the interests of the community that he or she is employed or engaged to serve.

Note: These are examples only; as such, any reliance on them must be read with reference to the Conflict of Interest Rules.